**Exhibit 10.28**

**SONIC CORP.**

**2006 LONG-TERM INCENTIVE PLAN**

**(as amended October 13, 2010)**

**ARTICLE 1**

**PURPOSE**

1.1 GENERAL. The purpose of the Sonic Corp. 2006 Long-TermIncentive Plan (the “*Plan*”) is to promote the success, and enhance the value, of Sonic Corp., a Delaware corporation (the “*Corporation*”), by linking the personal interests of its employees, officers and directors tothose of Corporation shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Corporation in its ability to motivate, attract and retain the services ofemployees, officers and directors upon whose judgment, interest and special effort the successful conduct of the Corporation’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time toselected employees and officers and directors. 

The Plan is intended to replace the 2001 Sonic Corp. Stock Option Plan and the2001 Sonic Corp. Directors’ Stock Option Plan and upon the Effective Date (as defined below), no further awards shall be granted under such plans. 

**ARTICLE 2**

**EFFECTIVE DATE**

2.1 EFFECTIVE DATE. The Plan shall be effective as of the date upon which it shall be approved by the Board and the shareholdersof the Corporation (the “*Effective Date*”). In the discretion of the Committee, Awards may be made to Covered Employees which are intended to constitute qualified performance-based compensation under Section 162(m) of the Code.

**ARTICLE 3**

**DEFINITIONS**

3.1 DEFINITIONS. When a word or phrase appears in thePlan with the initial letter capitalized, and the word or phrase does not commence a sentence and is not otherwise defined in the Plan, the word or phrase shall generally be given the meaning ascribed to it in this Section 3.1. The followingwords and phrases shall have the following meanings: 

(a) “*1933 Act*” means the Securities Actof 1933, as amended from time to time. 

(b) “*1934 Act*” means the Securities Exchange Act of1934, as amended from time to time. 

(c) “*Affiliate*” means any Parent or Subsidiary and anyperson that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Corporation. 

(d) “*Award*” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Share Award, Performance Share Unit Award, Dividend EquivalentAward or Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan. 

(e) “*Award Agreement*” means any written agreement, contract or other instrument or document evidencing an Award. 

 
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(f)“*Board*” means the Board of Directors of the Corporation, as constituted from time to time. 

(g) “*Cause*” as a reason for a Participant’s termination of employment or service shall have themeaning assigned such term in the employment agreement, if any, between such Participant and the Corporation or an Affiliate, *provided*, *however*, that if there is no such employment agreement in which such term is defined,“*Cause*” shall mean any of the following acts by the Participant, as determined by the Board: gross neglect of duty, prolonged absence from duty without the consent of the Corporation, intentionally engaging in any activity that isin conflict with or adverse to the business or other interests of the Corporation, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Corporation. 

(h) “*Change of Control*” means and includes the occurrence of any one of the following events: 

(i) individuals who, at the Effective Date, constitute the Board (the “*Incumbent Directors*”) cease forany reason to constitute at least a majority of the Board, *provided* that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the IncumbentDirectors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director;*provided*, *however*, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest (as described in Rule 14a-11 under the 1934 Act (“*ElectionContest*”)) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) and 14(d)(2) of the1934 Act) other than the Board (“*Proxy Contest*”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; 

(ii) any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly orindirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “*Corporation VotingSecurities*”); or 

(iii) the consummation of a reorganization, merger, consolidation, statutory shareexchange or similar form of corporate transaction involving the Corporation that requires the approval of the Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a“*Reorganization*”), or the sale or other disposition of all or substantially all of the Corporation’s assets to an entity that is not an Affiliate (a “*Sale*”), unless immediately following such Reorganization orSale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Corporation (in either case, the“*Surviving Corporation*”) or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the“*Parent Corporation*”), is represented by the Corporation Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Corporation VotingSecurities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Corporation Voting Securities among the holders thereofimmediately prior to the Reorganization or Sale, (B) no person (other than (x) the Corporation, or (y) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation is thebeneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and(C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors atthe time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemedto be a “*Non-Qualifying Transaction*”); 

 
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*provided*,*however*, that under no circumstances shall a split-off, spin-off, stock dividend or similar transaction as a result of which the voting securities of the Corporation are distributed to shareholders of the Corporation or its successorsconstitute a Change of Control. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A, and the payment or settlement of which is to be accelerated in connection with an event that would otherwise constitute aChange of Control, no event set forth in the definition of “Change of Control” will constitute a Change of Control for purposes of the Plan or any Award Agreement unless such event also constitutes a “change in the ownership”,“change in the effective control” or “change in the ownership of a substantial portion of the assets” of the Corporation as defined under Section 409A. 

(i) “*Code*” means the Internal Revenue Code of 1986, as amended from time to time, and the regulationspromulgated thereunder. 

(j) “*Committee*” means, subject to the last sentence ofSection 4.1, the committee of the Board described in Article 4. 

(k) “*Covered Employee*”means a covered employee as defined in Section 162(m)(3) of the Code. 

(l) “*Disability*”has the meaning ascribed under the long-term disability plan applicable to the Participant. Notwithstanding the above, (i) with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined inSection 22(e)(3) of the Code and (ii) to the extent an Award is subject to Section 409A, and payment or settlement of the Award is to be accelerated solely as a result of the Participant’s Disability, Disability shall have themeaning ascribed thereto under Section 409A. 

(m) “*Dividend Equivalent*” means a rightgranted to a Participant under Article 11. 

(n) “*Effective Date*” has the meaning assigned suchterm in Section 2.1. 

(o) “*Eligible Individual*” has the meaning assigned to such term inSection 6.1. 

(p) “*Fair Market Value*”, on any date, means, with respect to a share ofStock, (i) if the Stock is listed on a securities exchange or is traded over the Nasdaq National Market, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closingsales price on the immediately preceding date on which sales were reported or (ii) if the Stock is not listed on a securities exchange or traded over the Nasdaq National Market, Fair Market Value will be determined by such other method as theCommittee determines in good faith to be reasonable. 

(q) “*Incentive Stock Option*” means anOption that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 

(r) “*Maximum Number*” has the meaning assigned to such term in Section 5.1. 

(s) “*Non-Employee Director*” means a member of the Board who is not an employee of the Corporation or any Parent or Affiliate. 

(t) “*Non-Qualified Stock Option*” means an Option that is not an Incentive Stock Option. 

 
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(u)“*Option*” means a right granted to a Participant under Article 7 to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option. 

(v) “*Other Stock-Based Award*” means a right, granted to a Participant under Article 12 that relates to oris valued by reference to Stock or other Awards relating to Stock. 

(w) “*Parent*” means acorporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Corporation. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth inSection 424(e) of the Code. 

(x) “*Participant*” means a person who, as an employee,officer or director of the Corporation or any Parent, Subsidiary or Affiliate, has been granted an Award under the Plan. 

(y) “*Performance Period*” means the period established by the Committee and set forth in the applicable Award Agreement over which Performance Targets are measured, provided that suchperiod shall be no less than one year. 

(z) “*Performance Target*” means the performance targetsestablished by the Committee and set forth in the applicable Award Agreement. 

(aa) “*Performance ShareAward*” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture upon failure to achieve Performance Targets. 

(bb) “*Performance Share Unit Award*” means a right granted to a Participant under Article 9, to receivecash, Stock, or other property in the future that is subject to certain restrictions and to risk of forfeiture upon failure to achieve Performance Targets. 

(cc) “*Restricted Stock Award*” means Stock granted to a Participant under Article 10 that is subject to certain restrictions and to risk of forfeiture. 

(dd) “*Restricted Stock Unit Award*” means a right granted to a Participant under Article 10, to receivecash, Stock, or other Awards in the future that is subject to certain restrictions and to risk of forfeiture. 

(ee) “*Section 409A*” means Section 409A of the Internal Revenue Code of 1986, as amended, and therules, regulations and guidance issued thereunder. 

(ff) “*Stock*” means the $.01 par valuecommon stock of the Corporation and such other securities of the Corporation as may be substituted for Stock pursuant to Article 14. 

(gg) “*Stock Appreciation Right*” or “*SAR*” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Valueof a share of Stock as of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to Article 8. 

(hh) “*Subsidiary*” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting equity securities or voting power isbeneficially owned directly or indirectly by the Corporation. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code. 

(ii) “*Target Number*” means the target number of shares of Stock established by the Committee and setforth in the applicable Award Agreement. 

 
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**ARTICLE 4**

**ADMINISTRATION**

4.1 COMMITTEE. The Plan shall be administered by a committee (the “*Committee*”) appointed by the Board (which Committee shall consist of two or more directors) or, at the discretionof the Board from time to time, the Plan may be administered by the Board. It is intended that the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated under the 1934Act) and “outside directors” (within the meaning of Section 162(m) of the Code) to the extent that Rule 16b-3 and, if necessary for relief from the limitation under Section 162(m) of the Code and such relief is sought by theCorporation, Section 162(m) of the Code, respectively, are applicable. However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee, whichAward is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. During any time that the Board is acting as administrator ofthe Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. 

4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum. The acts ofa majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee isentitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Corporation or any Parent or Affiliate, the Corporation’s independent certified public accountants, orany executive compensation consultant or other professional retained by the Corporation to assist in the administration of the Plan. 

4.3 AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive power, authority and discretion to: 

(a) Designate Participants; 

(b) Determine the type or types of Awards to be granted to each Participant; 

(c) Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted under the Plan, including, but not limited to, the exercise price, grant price or purchase price, any restrictions or limitations on the Award,any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, any effect of a Participant’s termination of employment with the Corporation or a Parent or Subsidiary, and accelerations or waivers thereof,based in each case on such considerations as the Committee in its sole discretion determines; 

(e) Acceleratethe vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines; 

(f) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards or other property, or an Awardmay be canceled, forfeited or surrendered; 

(g) Prescribe the form of each Award Agreement, which need not beidentical for each Participant; 

(h) Decide all other matters that must be determined in connection with anAward; 

 
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(i)Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 

(j) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan; 

(k) Construe and interpret any Award Agreement delivered under the Plan; 

(l) Make factual determinations in connection with the administration or interpretation of the Plan; 

(m) Employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of thePlan and to rely upon any opinion or computation received therefrom; 

(n) Vary the terms of Awards to takeaccount of tax, securities law and other regulatory requirements of foreign jurisdictions or to procure favorable tax treatment for Participants; and 

(o) Amend the Plan or any Award Agreement as provided herein. 

4.4 DELEGATIONOF AUTHORITY. To the extent not prohibited by applicable laws, rules and regulations, the Board or the Committee may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees thereof or to one ormore directors or executive officers of the Corporation as it deems appropriate under such conditions or limitations as it may set at the time of such delegation or thereafter, except that neither the Board nor the Committee may delegate itsauthority pursuant to Article 15 to amend the Plan. For purposes of the Plan, references to the Committee shall be deemed to refer to any subcommittee, subcommittees, directors or executive officers to whom the Board or the Committee delegatesauthority pursuant to this Section 4.4. 

4.5 DECISIONS BINDING. The Committee’s interpretation of the Plan,any Awards granted under the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding and conclusive on all parties. 

4.6 NON-EMPLOYEE DIRECTOR AWARDS. All Awards to Non-Employee Directors shall be made solely by the Committee and not by the fullBoard. 

**ARTICLE 5**

**SHARES SUBJECT TO THE PLAN**

5.1 NUMBER OF SHARES. Subject toadjustment as provided in Section 14.1, the aggregate number of shares of Stock reserved and available for Awards or which may be used to provide a basis of measurement for or to determine the value of an Award (such as with a StockAppreciation Right or Performance Share Award) shall be 8,448,478 shares (the “*Maximum Number*”). Not more than the Maximum Number of shares of Stock shall be granted in the form of Incentive Stock Options. 

5.2 PLAN SUB-LIMITS. Subject to adjustment as provided in Section 14.1, the maximum aggregate number of shares of Stock thatmay be issued in conjunction with (i) Restricted Stock Awards, unrestricted shares of Stock, Performance Share Awards, and Dividend Equivalents, and (ii) Restricted Stock Unit Awards, Performance Share Unit Awards and Other Awards but onlyif such Awards are paid or settled in shares of Stock, is 1,000,000 shares. 

5.3 LAPSED AWARDS. To the fullestextent permissible under Rule 16b-3 under the 1934 Act and Section 422 of the Code and any other applicable laws, rules and regulations, (i) if an Award is canceled, terminates, expires, is forfeited or lapses for any reason without havingbeen exercised or settled, any shares of Stock subject to the Award will be added back into the Maximum Number and will again be available for the grant of an Award under the Plan and (ii) shares of Stock subject to SARs or other Awards settledin cash shall be added back into the Maximum Number and will be available for the grant of an Award under the Plan. 

 
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5.4 LIMITEDDURATION OF CERTAIN RULES. Any rule set forth in Section 5.2 that is considered a “formula” under the rules of the NASDAQ Stock Market applicable to the Corporation shall expire on and not be applied after the tenth anniversary ofthe date on which the Plan is approved by the Corporation’s stockholders. The expiration of any such rule shall not affect any calculation of shares of Stock available for delivery under the Plan that was made while the rule was in effect.

5.5 STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized andunissued Stock, treasury Stock or Stock purchased on the open market. 

5.6 LIMITATION ON AWARDS. Notwithstanding anyprovision in the Plan to the contrary (but subject to adjustment as provided in Section 14.1), the maximum number of shares of Stock that may be issued in respect of, or used to provide a basis of measurement for or to determine the value of,one or more Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Share Awards, Performance Share Unit Awards, Dividend Equivalent Awards or Other Stock-Based Awards (regardless of whether such Awardsare settled in cash, Stock or a combination thereof) granted during any one calendar year under the Plan to any one Participant shall be 400,000 (all of which may be granted as Incentive Stock Options). The maximum amount of one or more Awardsdenominated in cash that may be received by any one Participant during any one calendar year under the Plan shall be $1,000,000. 

**ARTICLE 6**

**ELIGIBILITY**

6.1 GENERAL. Awards may be granted only to individuals who are employees, officers or directors of the Corporation or a Parent or Subsidiary (each, an “*Eligible Individual*”). Underthe Plan, references to “employment” or “employed” include the service of Participants who are Non-Employee Directors. 

**ARTICLE 7**

**STOCK OPTIONS**

7.1 GENERAL. The Committee is authorized to grant Options to Eligible Individuals on the following terms and conditions:

(a) EXERCISE PRICE. The exercise price per share of Stock under an Option shall be determined by theCommittee at the time of the grant but in no event shall the exercise price be less than 100% of the Fair Market Value of a share of Stock on the date of grant. 

(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee alsoshall determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. The Committee may waive any exercise provisions at any time in whole or in part based upon factors as the Committeemay determine in its sole discretion so that the Option becomes exerciseable at an earlier date. 

(c)PAYMENT. Unless otherwise determined by the Committee, the exercise price of an Option may be paid (i) in cash, (ii) by actual delivery or attestation to ownership of freely transferable shares of stock already owned;provided, however, that to the extent required by applicable accounting rules, such shares shall have been held by the Participant for at least six months, (iii) by a combination of cash and shares of Stock equal in value to theexercise price, (iv) through net share settlement or a similar procedure involving the withholding of shares of Stock subject to the Option with a value equal to the exercise price or (v) by such other means as the Committee, in itsdiscretion, may authorize. In accordance with the rules and procedures authorized by the Committee for this purpose, an Option may also be exercised through a “cashless exercise” procedure authorized by the Committee that permitsParticipants to exercise Options by delivering a properly executed exercise notice to the Corporation together with a copy of irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds necessaryto pay the exercise price and the amount of any required tax or other withholding obligations. 

 
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(d)EVIDENCE OF GRANT. All Options shall be evidenced by an Award Agreement between the Corporation and the Participant. The Award Agreement shall include such provisions not inconsistent with the Plan as may be specified by the Committee.

(e) EXERCISE TERM. In no event may any Option be exercisable for more than ten years from the date ofits grant. 

7.2 INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must complywith the following additional rules: 

(a) LAPSE OF OPTION. An Incentive Stock Option shall lapse underthe earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Incentive Stock Option under the circumstances described in paragraphs (3), (4) and (5) below, provide inwriting that the Option will extend until a later date, but if an Option is exercised after the dates specified in paragraphs (3), (4) and (5) below, it will automatically become a Non-Qualified Stock Option: 

(1) The Incentive Stock Option shall lapse as of the option expiration date set forth in the Award Agreement. 

(2) The Incentive Stock Option shall lapse ten years after it is granted, unless an earlier time is set in the AwardAgreement. 

(3) If the Participant terminates employment for any reason other than as provided in paragraph(4) or (5) below, the Incentive Stock Option shall lapse, unless it is previously exercised, three months after the Participant’s termination of employment; provided, however, that if the Participant’s employment isterminated by the Corporation for Cause, the Incentive Stock Option shall (to the extent not previously exercised) lapse immediately. 

(4) If the Participant terminates employment by reason of his Disability, the Incentive Stock Option shall lapse, unless it is previously exercised, one year after the Participant’s termination ofemployment. 

(5) If the Participant dies while employed, or during the three-month period described inparagraph (3) or during the one-year period described in paragraph (4) and before the Option otherwise lapses, the Option shall lapse one year after the Participant’s death. Upon the Participant’s death, any exercisable IncentiveStock Options may be exercised by the Participant’s beneficiary, determined in accordance with Section 13.5. 

Unlessthe exercisability of the Incentive Stock Option is accelerated as provided in Article 13, if a Participant exercises an Option after termination of employment, the Option may be exercised only with respect to the shares that were otherwise vestedon the Participant’s termination of employment. 

(b) INDIVIDUAL DOLLAR LIMITATION. The aggregateFair Market Value (determined as of the time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000. 

(c) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to any individual who, at the date of grant,owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or any Parent or Affiliate unless the exercise price per share of such Option is at least 110% of the Fair Market Value pershare of Stock at the date of grant and the Option expires no later than five years after the date of grant. 

 
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(d)EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an Incentive Stock Option may be made pursuant to the Plan after the day immediately prior to the tenth anniversary of the Effective Date. 

(e) RIGHT TO EXERCISE. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by theParticipant or, in the case of the Participant’s Disability, by the Participant’s guardian or legal representative. 

(f) DIRECTORS. The Committee may not grant an Incentive Stock Option to a Non-Employee Director. The Committee may grant an Incentive Stock Option to a director who is also an employee of theCorporation or any Parent or Affiliate but only in that individual’s position as an employee and not as a director. 

7.3NO REPRICING OF OPTIONS. The Committee may not “reprice” any Option. “Reprice” means any of the following or any other action that has the same effect: (i) amending an Option to reduce its exercise price,(ii) canceling an Option at a time when its exercise price exceeds the Fair Market Value of a share of Stock in exchange for an Option, Restricted Stock Award or other equity award unless the cancellation and exchange occurs in connection witha merger, acquisition, spin-off or other similar corporate transaction, or (iii) taking any other action that is treated as a repricing under GAAP, provided that nothing in this Section 7.3 shall prevent the Committee from makingadjustments pursuant to Section 14.1. 

****7.4 OPTION EXCHANGE OFFER. Notwithstanding any other provision ofthe Plan to the contrary, upon approval of the Company’s stockholders, the Committee may provide for, and the Company may implement, a one-time-only option exchange offer, pursuant to which certain outstanding Options could, at the election ofthe person holding such Options, be tendered to the Company in exchange for the issuance of a lesser amount of Options with a lower exercise price, provided that such one-time-only option exchange offer is commenced within six months of the date ofsuch stockholder approval. An additional 1.6 million shares of common stock will be available for issuance of options to be granted under the Plan pursuant to the option exchange offer. These shares will be used only for options granted in theexchange program, and, notwithstanding any other provision of the Plan, if any of those shares are not issued pursuant to the new options granted in the exchange program for any reason (including upon forfeiture or expiration of the new options),they will cease to be available for issuance under the 2006 Plan.****

**ARTICLE 8**

**STOCK APPRECIATION RIGHTS**

8.1 GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions: 

(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant to whom it is granted hasthe right to receive the excess, if any, of: 

(1) The Fair Market Value of one share of Stock on the date ofexercise; over 

(2) The grant price of the Stock Appreciation Right as determined by the Committee, which shallnot be less than the Fair Market Value of one share of Stock on the date of grant. 

(b) OTHER TERMS. Allawards of Stock Appreciation Rights shall be evidenced by an Award Agreement. The terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Rightshall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Agreement, provided that each Stock Appreciation Right shall lapse ten years after it is granted, unless an earlier time is set in theAward Agreement. 

 
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8.2 NO REPRICING OFSTOCK APPRECIATION RIGHTS. The Committee may not “reprice” any Stock Appreciation Right. “Reprice” means any of the following or any other action that has the same effect: (i) amending a Stock Appreciation Right toreduce its grant price, (ii) canceling a Stock Appreciation Right at a time when its grant price exceeds the Fair Market Value of a share of Stock in exchange for an Option, Restricted Stock Award or other equity award unless the cancellationand exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction, or (iii) taking any other action that is treated as a repricing under GAAP, provided that nothing in this Section 8.2shall prevent the Committee from making adjustments pursuant to Section 14.1. 

**ARTICLE 9**

**PERFORMANCE SHARE AWARDS AND**

**PERFORMANCE SHARE UNIT AWARDS**

9.1 PERFORMANCE SHARE AWARDS. TheCommittee is authorized to grant Performance Share Awards to Participants on such terms and conditions as may be selected by the Committee. The Committee shall have the complete discretion to determine the number of Performance Share Awards grantedto each Participant, subject to Section 5.6. All Performance Share Awards shall be evidenced by an Award Agreement. A grant of a Performance Share Award shall consist of a Target Number of shares of Stock granted to an Eligible Individualsubject to risk of forfeiture for failure to achieve the Performance Targets and subject to the terms, conditions and restrictions set forth in the Plan and the applicable Award Agreement. The Performance Targets will be evaluated at the end of theapplicable Performance Period and a Participant may receive more or less than the Target Number of shares of Stock subject to a Performance Share Award, subject to Section 5.6, depending on the extent to which the Performance Targets and otherterms and conditions to payment are met over the Performance Period. 

9.2 PERFORMANCE SHARE UNIT AWARDS. The Committeeis authorized to grant Performance Share Unit Awards to Participants on such terms and conditions as may be selected by the Committee. The Committee shall have the complete discretion to determine the number of Performance Share Unit Awards grantedto each Participant, subject to Section 5.6. All Performance Share Unit Awards shall be evidenced by an Award Agreement. A Performance Stock Unit Award shall entitle a Participant to receive, subject to the terms, conditions and restrictionsset forth in the Plan and established by the Committee in connection with the Award and specified in the applicable Award Agreement, a Target Number of shares of Stock based upon the achievement of Performance Targets over the applicable PerformancePeriod. Performance Share Unit Awards may be payable in cash, Stock or other property, as determined by the Committee and reflected in the Award Agreement. The Performance Targets will be evaluated at the end of the applicable Performance Period anda Participant may receive more or less than the Target Number of shares of Stock subject to a Performance Share Unit Award, subject to Section 5.6, depending on the extent to which the Performance Targets and other terms and conditions topayment are met over the Performance Period. 

**ARTICLE 10**

**RESTRICTED STOCK AWARDS AND**

**RESTRICTED STOCK UNIT AWARDS**

10.1 RESTRICTED STOCK AWARDS.

(a) GRANT. The Committee is authorized to grant Restricted Stock Awards to Participants in such amountsand subject to such terms and conditions as may be selected by the Committee. All Restricted Stock Awards shall be evidenced by an Award Agreement. A Restricted Stock Award shall consist of one or more shares of Stock granted to an EligibleIndividual, and shall be subject to the terms, conditions and restrictions set forth in the Plan and established by the Committee in connection with the Award and specified in the applicable Award Agreement. 

(b) ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to such restrictions on transferability and otherrestrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at suchtimes, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. 

 
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(c)FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment during the applicable restriction period or upon failure to satisfy a performance goal during theapplicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Corporation; provided, however, that the Committee may provide in any Award Agreement thatrestrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part restrictions orforfeiture conditions relating to Restricted Stock. 

(d) CERTIFICATES FOR RESTRICTED STOCK. RestrictedStock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legendreferring to the terms, conditions and restrictions applicable to such Restricted Stock. 

10.2 RESTRICTED STOCK UNITAWARDS. The Committee is authorized to grant Restricted Stock Unit Awards to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. All Restricted Stock Unit Awards shall be evidenced by anAward Agreement. A Restricted Stock Unit shall entitle a Participant to receive, subject to the terms, conditions and restrictions set forth in the Plan and established by the Committee in connection with the Award, one or more shares of Stock.Restricted Stock Units may, among other things, be subject to restrictions on transferability, vesting requirements or other specified circumstances under which they may be canceled. Restricted Stock Units may be payable in cash, shares of Stock orother property, as determined by the Committee and reflected in the Award Agreement. 

10.3 VESTING PERIOD.Notwithstanding any provision in the Plan to the contrary, Restricted Stock Awards and Restricted Stock Unit Awards shall be subject to a vesting period of no less than three years and will vest at the rate of not more than one-third of the awardeach year. 

**ARTICLE 11**

**DIVIDEND EQUIVALENTS**

11.1 GRANT OF DIVIDEND EQUIVALENTS. TheCommittee is authorized to grant Dividend Equivalents to Participants subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments (in cash, Stock or other property)equal to dividends with respect to all or a portion of the number of shares of Stock subject to an Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued, or be deemed to havebeen reinvested in additional shares of Stock or otherwise reinvested; *provided*, *however*, that the terms of any reinvestment of Dividend Equivalents must comply with all applicable laws, rules and regulations, including, withoutlimitation, Section 409A. 

**ARTICLE 12**

**OTHER STOCK-BASED AWARDS**

12.1 GRANT OF OTHER STOCK-BASED AWARDS.The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, as deemed bythe Committee to be consistent with the purposes of the Plan, including, without limitation, shares of Stock awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, otherrights convertible or exchangeable into shares of Stock, stock units, phantom stock and other Awards valued by reference to book value of shares of Stock or the value of securities of or the performance of specified Parents or Subsidiaries. TheCommittee shall determine the terms and conditions of such Awards. 

 
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**ARTICLE 13**

**PROVISIONS APPLICABLE TO AWARDS**

13.1 STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitutionfor, any other Award granted under the Plan. If an Award is granted in substitution for another Award, the Committee may require the surrender of such other Award in consideration of the grant of the new Award. Awards granted in addition to or intandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards. 

13.2 TERM OF AWARD. The term of each Award shall be for the period as determined by the Committee, provided that in noevent shall the term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of ten years from the date of its grant (or, if Section 7.2(c) applies, five years from the dateof its grant). 

13.3 FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any applicable law or AwardAgreement, payments or transfers to be made by the Corporation or a Parent or Affiliate on the grant or exercise of an Award may be made in such form as the Committee determines at or after the time of grant, including, without limitation, cash,Stock, other Awards or other property, or any combination thereof, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, theCommittee. 

13.4 LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award maybe pledged, encumbered or hypothecated to or in favor of any party other than the Corporation or a Parent or Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Corporation or aParent or Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domesticrelations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludesthat such transferability (i) does not result in accelerated taxation or other adverse tax consequences, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Section 422(b) of the Code,(iii) does not result in cash or any other consideration being exchanged for the Award, and (iv) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including, without limitation, state or federal taxor securities laws applicable to transferable Awards. 

13.5 BENEFICIARIES. Notwithstanding Section 13.4, aParticipant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian,legal representative or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and such Award Agreement otherwiseprovide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, abeneficiary designation may be changed or revoked by a Participant at any time, provided the change or revocation is filed with the Committee. 

13.6 STOCK CERTIFICATES. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal orstate securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted or traded. The Committee may place legends on any Stock certificate or issueinstructions to the transfer agent to reference restrictions applicable to the Stock. 

13.7 ACCELERATION UPON DEATH ORDISABILITY. Unless otherwise set forth in an Award Agreement, upon the Participant’s death or Disability during his employment or service as a director, all outstanding Options, Stock Appreciation Rights, Restricted Stock Awards and otherAwards in the nature of rights that may be exercised shall become fully exercisable and all restrictions on outstanding Awards shall lapse. Any Option or Stock Appreciation Right shall thereafter continue or lapse in accordance with the otherprovisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(b), the excess Options shall be deemed to be Non-Qualified Stock Options.

 
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13.8 ACCELERATIONOF VESTING AND LAPSE OF RESTRICTIONS. The Committee may, in its sole discretion, at any time (including, without limitation, prior to, coincident with or subsequent to a Change of Control) determine that in the event of retirement of theParticipant or in the event of a Change of Control, (a) all or a portion of a Participant’s Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable,and/or (b) all or a part of the restrictions on all or a portion of the outstanding Awards shall lapse, in each case, as of such date as the Committee may, in its sole discretion, declare; provided, however, that, with respect toAwards that are subject to Section 409A, the Committee shall not have the authority to accelerate or postpone the timing of payment or settlement of an Award in a manner that would cause such Award to become subject to the interest and penaltyprovisions under Section 409A. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 13.8. 

13.9 OTHER ADJUSTMENTS. If (i) an Award is accelerated under Section 13.8 or (ii) a Change of Control occurs(regardless or whether acceleration under Section 13.8 occurs), the Committee may, in its sole discretion, provide (a) that the Award will expire after a designated period of time after such acceleration or Change of Control, asapplicable, to the extent not then exercised, (b) that the Award will be settled in cash rather than Stock, (c) that the Award will be assumed by another party to a transaction giving rise to the acceleration or a party to the Change ofControl, (d) that the Award will otherwise be equitably converted or adjusted in connection with such transaction or Change of Control, or (e) any combination of the foregoing. The Committee’s determination need not be uniform and maybe different for different Participants whether or not such Participants are similarly situated; provided, however, that, with respect to Awards that are subject to Section 409A, the Committee shall not have the authority toaccelerate or postpone the timing of payment or settlement of an Award in a manner that would cause such Award to become subject to the interest and penalty provisions under Section 409A. 

13.10 PERFORMANCE GOALS. In order to preserve the deductibility of an Award under Section 162(m) of the Code, the Committeemay determine that any Award granted pursuant to the Plan to a Participant that is or is expected to become a Covered Employee shall be determined solely on the basis of (a) the achievement by the Corporation or a Parent or Subsidiary of aspecified target return, or target growth in return, on equity or assets, (b) the Corporation’s stock price, (c) the Corporation’s total shareholder return (stock price appreciation plus reinvested dividends) relative to adefined comparison group or target over a specific performance period, (d) the achievement by the Corporation or a Parent or Subsidiary, or a business unit of any such entity, of a specified target, or target growth in, net income, revenues,earnings per share, earnings before income and taxes, and earnings before income, taxes, depreciation and amortization, or (e) any combination of the goals set forth in (a) through (d) above. If an Award is made on such basis, theCommittee shall establish goals prior to the beginning of the period for which such performance goal relates (or such later date as may be permitted under Section 162(m) of the Code or the regulations thereunder), and the Committee has theright for any reason to reduce (but not increase) the Award, notwithstanding the achievement of a specified goal. Any payment of an Award granted with performance goals shall be conditioned on the written certification of the Committee in each casethat the performance goals and any other material conditions were satisfied. 

13.11 TERMINATION OF EMPLOYMENT. Whethermilitary, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. Atermination of employment shall not occur (i) in a circumstance in which a Participant transfers from the Corporation to one of its Parents or Subsidiaries, transfers from a Parent or Affiliate to the Corporation, or transfers from one Parentor Affiliate to another Parent or Affiliate, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a split-off, spin-off, sale or other disposition of the Participant’s employer from theCorporation or any Parent or Affiliate. To the extent that this provision causes Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the Corporation, a Parent or Affiliate for purposes ofSection 424(f) of the Code, the Options held by such Participant shall be deemed to be Non-Qualified Stock Options. 

 
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**ARTICLE 14**

**CHANGES IN CAPITAL STRUCTURE**

14.1 GENERAL. In the event of a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization limits under Sections 5.1 and 5.6 shall be adjusted proportionately, and the Committee may adjust Awards to preserve the benefits orpotential benefits of the Awards. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards;(iii) adjustment of the exercise price of outstanding Awards; (iv) adjustments to the type or form of Award; and (v) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event astock dividend or stock split is declared upon the Stock, the authorization limits under Sections 5.1 and 5.6 shall be increased proportionately, and the shares of Stock then subject to each Award shall be increased proportionately without anychange in the aggregate purchase price therefor. 

**ARTICLE 15**

**AMENDMENT, MODIFICATION AND TERMINATION**

15.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan; provided, however, that the Boardor the Committee may condition any amendment or modification on the approval of shareholders of the Corporation if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.

15.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate anyoutstanding Award or Award Agreement without approval of the Participant; provided, however, that, subject to the terms of the applicable Award Agreement, such amendment, modification or termination shall not, without theParticipant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination; providedfurther,however, that the original term of any Option may not be extended. No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant.Notwithstanding any provision herein to the contrary, the Committee shall have broad authority to amend the Plan or any outstanding Award under the Plan without approval of the Participant to the extent necessary or desirable (i) to complywith, or take into account changes in, applicable tax laws, securities laws, accounting rules and other applicable laws, rules and regulations or (ii) to ensure that an Award is not subject to interest and penalties under Section 409A.

**ARTICLE 16**

**GENERAL PROVISIONS**

16.1 NO RIGHTS TO AWARDS. No Participant or anyEligible Individual shall have any claim to be granted any Award under the Plan, and neither the Corporation nor the Committee is obligated to treat Participants or Eligible Individuals uniformly. 

16.2 NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the rights of a shareholder of the Corporation unless and untilshares of Stock are in fact issued to such person in connection with the exercise, payment or settlement of such Award. 

16.3WITHHOLDING. The Corporation or any Subsidiary, Parent or Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Corporation, an amount sufficient to satisfy federal, state, local andother taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, theCommittee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by (i) withholding from the Award shares of Stock or (ii) delivering shares of Stockthat are already owned, having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. TheCorporation or any Subsidiary, Parent or Affiliate, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not such payment is made in connection with an Award) any applicable taxes required tobe withheld with respect to such payments. 

 
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16.4 NO RIGHT TOCONTINUED SERVICE. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Corporation or any Parent or Affiliate to terminate any Participant’s employment or status as an officer or director atany time, nor confer upon any Participant any right to continue as an employee, officer or director of the Corporation or any Parent or Affiliate. In its sole discretion, the Board or the Committee may authorize the creation of trusts or otherarrangements to meet the obligations created under the Plan to deliver shares of Stock with respect to awards hereunder. 

16.5UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or anyAward Agreement shall give the Participant any rights that are greater than those of a general creditor of the Corporation or any Parent or Affiliate. 

16.6 INDEMNIFICATION. To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the Corporation from any loss, cost, liability or expensethat may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit or proceeding to which such member may be a party or in which he may be involved by reason of any action or failure to actunder the Plan and against and from any and all amounts paid by such member in satisfaction of judgment in such action, suit or proceeding against him; provided such member shall give the Corporation an opportunity, at its own expense, tohandle and defend the same before such member undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitledunder the Corporation’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Corporation may have to indemnify them or hold such persons harmless. 

16.7 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under anypension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Corporation or any Parent or Affiliate unless provided otherwise in such other plan. 

16.8 EXPENSES; APPLICATION OF FUNDS. The expenses of administering the Plan shall be borne by the Corporation and its Parents orSubsidiaries. The proceeds received by the Corporation from the sale of shares of Stock pursuant to Awards will be used for general corporate purposes. 

16.9 TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titlesor headings, shall control. 

16.10 GENDER AND NUMBER. Except where otherwise indicated by the context, any masculineterm used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 

16.11 FRACTIONAL SHARES. No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether suchfractional shares shall be eliminated by rounding up or down. 

16.12 GOVERNMENT AND OTHER REGULATIONS. The obligationof the Corporation to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules and regulations, and to such approvals by government agencies as may be required. To the extent that Awards under the Plan are awardedto individuals who are domiciled or resident outside of the United States or to persons who are domiciled or resident in the United States but who are subject to the tax laws of a jurisdiction outside of the United States, the Committee may adjustthe terms of the Awards granted hereunder to such person (i) to comply with the laws of such jurisdiction and (ii) to avoid adverse tax consequences relating to an Award. The authority granted under the previous sentence shall include thediscretion for the Committee to adopt, on behalf of the Corporation, one or more sub-plans applicable to separate classes of Participants who are subject to the laws of jurisdictions outside of the United States. 

 
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16.13 SECURITIESLAW RESTRICTIONS. An Award may not be exercised or settled and no shares of Stock may be issued in connection with an Award unless the issuance of such shares of Stock has been registered under the 1933 Act and qualified under applicable state“blue sky” laws and any applicable foreign securities laws, or the Corporation has determined that an exemption from registration and from qualification under such state “blue sky” laws is available. The Corporation shall beunder no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection with the Plan. The shares issued in connection with the Plan may in certain circumstances be exempt from registrationunder the 1933 Act, and the Corporation may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. The Committee may require each Participant purchasing or acquiring shares ofStock pursuant to an Award under the Plan to represent to and agree with the Corporation in writing that such Participant is acquiring the shares of Stock for investment purposes and not with a view to the distribution thereof. All certificates forshares of Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, anyexchange upon which the Stock is then listed, and any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 

16.14 SATISFACTION OF OBLIGATIONS. Subject to applicable law, the Corporation may apply any cash, shares of Stock, securities orother consideration received upon exercise or settlement of an Award to any obligations a Participant owes to the Corporation and its Parents, Subsidiaries or Affiliates in connection with the Plan or otherwise, including, without limitation, anytax obligations or obligations under a currency facility established in connection with the Plan. 

16.15 SECTION 409A OFTHE CODE. If any provision of the Plan or an Award Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A or could cause an Award to be subject to the interest and penalties under Section 409A, suchprovision of the Plan or any Award Agreement shall be modified to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A. Moreover, any discretionaryauthority that the Board or the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority will contravene Section 409A. 

16.16 GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordancewith and governed by the laws of the State of Delaware. 

16.17 ADDITIONAL PROVISIONS. Each Award Agreement may containsuch other terms and conditions as the Board or the Committee may determine, provided that such other terms and conditions are not inconsistent with the provisions of the Plan. In the event of any conflict or inconsistency between the Planand an Award Agreement, the Plan shall govern and the Award Agreement shall be interpreted to minimize or eliminate such conflict or inconsistency. 

 
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